As the elder population continues to increase in the US, the need intensifies for community based alternatives to nursing homes. Particularly urgent is research concerning novel ways to provide long-term care services, especially for high need and high cost populations. The drive to reduce costs, and to avoid costly stays in institutional long-term care, has brought the development of comprehensive community based long-term care (CBLTC) programs to the forefront of the health services research agenda. One comprehensive CBLTC program, the Program of All-Inclusive Care for the Elderly (PACE), provides cost effective comprehensive care for elders with the goal of promoting independence and minimizing institutionalization. PACE, like many other CBLTC programs, faces challenges in recruiting participants into the program. Although the underlying rationale for CBLTC programs is to reduce costs and minimize institutionalization, little supporting evidence on long-term care options comes from elders, family members, informal caregivers, and providers. Thus, much is unknown about PACE as a choice of care for elders including the many facets associated with enrollment in PACE. Therefore, the purpose of this qualitative study is to describe enrollment in a PACE from the perspective of elders, families, informal caregivers, and providers. Using qualitative descriptive methods, this study will focus on the following questions: What is enrollment in a PACE? When, how, and why do elders enroll in PACE? What events contribute or lead to enrollment in PACE from the perspectives of elders, families, informal caregivers, and providers of health and social services? This study will provide the foundation for a program of health services research focused on PACE and other CBLTC programs for elders, with special emphasis on the impact of enrollment processes on current and future models of care.